Plaintiff's Complaint advances a variety of claims under
federal and state law, including many claims that are facially
insubstantial and frivolous. Although the Complaint is often
unclear concerning damages, it appears that Plaintiff at most has
paid several hundred dollars concerning the two leases in dispute
(it most likely was less than $200), and that the total amount of
money due under those leases was some six thousand dollars. (Plaintiff quickly closed bank accounts that were to be
automatically debited for the lease payments, and it appears
clear that no further monies beyond the initial payments have
been collected.) Plaintiff nonetheless appears to claim, at a
minimum, thirteen million dollars in damages, although the
Complaint may actually allege damages millions of dollars in
excess of that amount.

Defendants moved to dismiss the complaint in its entirety with
prejudice for failure to state a claim upon which relief may be
granted pursuant to Fed.R.Civ.P. 12(b)(6). Plaintiff did not
file a response to this motion, thereby waiving his right to do
so under Local Rule 78.3.

For the reasons set forth below, the motion to dismiss is
granted as to all federal claims. The parties are also invited to
brief the question of why the state law claims should not be dismissed without prejudice (so that Plaintiff may
pursue them, if he chooses, in state court) because there is no
plausible basis by which Plaintiff could recover in excess of the
jurisdictional amount of $75,000.

Background Facts

Plaintiff originally filed this suit in October 2003 and the
case was assigned to the Honorable Charles R. Norgle. In March
2004, the case was transferred to this Court.

As Defendants have pointed out (D.E. 4 at 4-5), Goodloe has an
extensive history of failed federal litigation, including cases
dismissed sua sponte pursuant to 28 U.S.C. § 1915. For example,
in 2000, Plaintiff filed Goodloe v. Illinois Deparment of
Corrections, 00-CV-681 (N.D. Ill.), in which the complaint was
dismissed pursuant to 28 U.S.C. § 1915(e)(2)(B), with the
dismissal counting against Plaintiff as one of the three
"strikes" allowed under 28 U.S.C. § 1915(g). In 2001, Plaintiff
filed Goodloe v. Equip for Equality, 01-CV-50193 (N.D. Ill.);
that suit also was dismissed as frivolous pursuant to
28 U.S.C. § 1915(e)(2)(B), with Judge Reinhart specifying that the dismissal
counted as Plaintiff's second strike under 28 U.S.C. § 1915(g).
Prior to these two suits, Plaintiff filed Goodloe v. Tucker,
97-CV-626 (S.D. Ill.), in which Plaintiff sued the Illinois
Department of Corrections and 164 individuals. The court struck
Goodloe's complaint sua sponte for failure to comply with Local
Rule 8 and granted thirty days to amend. When Goodloe failed to
file a conforming complaint, the court entered judgment in favor
of the defendants. In Goodloe v. Illinois Department of
Corrections, 93-CV-4229 (N.D. Ill.), Plaintiff sued the Illinois
Department of Corrections and seven individuals. That suit was
dismissed with leave to file an amended complaint, which Goodloe
never did. Finally, in Goodloe v. Peters, 92-CV-1340 (C.D.
Ill.), Plaintiff brought a § 1983 claim against thirteen individuals. That suit was dismissed when the
district court granted an uncontested motion for summary judgment
of the defendants.

Defendants also note that Plaintiff has in this case failed to
respond to their motion to dismiss. As a result, Defendants
invite the Court to grant the motion, as it is "unopposed." (D.E.
21 at 1.) Although the Court will not grant the motion simply
because it is unopposed, the Court agrees that the claims
discussed below substantively fail.

The Complaint

Plaintiff's Complaint contains extensive amounts of "legalese"
that often clouds things more than it clarifies. Nonetheless,
reading the Complaint generously, consistent with Goodloe's pro
se status, it appears that Plaintiff alleges the following
facts.

In summary, during October 2001, Goodloe received a letter from
NWC that invited Plaintiff to represent NWC in the sale of
consumer electronic goods. (Compl. ¶ 7; Compl. Ex. 1.A.) Goodloe
contacted NWC after reading the literature and spoke with an
unknown sales representative about obtaining the "NWC Business
Executive Package." (Compl. ¶ 8.) At that time, Goodloe disclosed
to the representative that he suffers from schizophrenia. (Id.)
Upon hearing this, the NWC representative allegedly said that,
due to Goodloe's mental illness, he was not sure whether Goodloe
could lease with the company. (Id.)

Later in October, 2001, Goodloe was contacted by an NWC sales
representative who informed Goodloe that he would have to lease
the Business Executive Package through NWC's partner  Axin 
because of his limited income and schizophrenia. (Compl. ¶ 9.)
Goodloe alleges that he indicated to the representative that he
was going to execute a lease from a website that called for 24 monthly
payments of $24.95, but that the sales representative said he
would send other contracts. (Compl. ¶¶ 13-14.) These contracts
allegedly extended the lease term from 24 to 36 months and
increased the monthly lease payment from $24.95 to $32.95.
(Compl. ¶ 15.) Goodloe also noted a new lease agreement for the
Business Executive Package  a 48 month lease requiring monthly
payments of $99.95. (Id.) Goodloe believed that the Business
Executive Package had been offered for a one-time payment of
$99.99. (Id.) The new leases were arranged so that Axin would
buy the services from NWC, ECX, and Minotola, and then lease the
services to Goodloe. (Compl. Exs. 4.A, 5.A.)

In November 2001, Goodloe entered into the first lease
agreement with Axin whereby Axin leased Goodloe NWC's Business
Executive Package  consisting of one NWC wholesale electronics
dealership, credit card processing software and a website.
(Compl. ¶ 18.) The wholesale electronics dealership allowed
Goodloe to sell consumer electronics from an NWC catalog. (Compl.
Ex. 1.A at 1.) Later in November 2001, Goodloe entered into a
second lease agreement with Axin whereby Axin leased to Goodloe
an NWC Non-Exclusive OEM Advanced Computer Dealership for 36
months at $32.95 per month. (Compl. ¶ 19.) The OEM dealership
allowed Goodloe to sell certain computer equipment that was
available through NWC. Both leases provided that Axin would
automatically debit Goodloe for payment each month through a bank
account. (Compl. Exs. 4.A, 5.A.)

In December 2001, Goodloe received the Business Executive
Package literature and fifty business cards. (Compl. ¶ 20.)
Goodloe alleges that he received fewer business cards than he
should have and that the cards had typographical errors on them.
(Id.) He also alleges that he spoke with customer service representatives
of NWC and ECX about the typographical errors on various
occasions and about alleged problems with an email account but
these shortcomings were not corrected. (Compl. ¶ 21.) Goodloe
further alleges that he complained to Defendants' website
developer, Joseph Kilgannon, about Goodloe's website, but that
requested changes were not made correctly. (Compl. ¶¶ 37-38,
40-42.)

After being unsatisfied with the service he was receiving,
Goodloe closed his bank account so that Axin could no longer
withdraw the monthly lease payments. (Compl. ¶ 40.) In February
2002, Axin's Collection Manager, Trevor Krause, informed Goodloe
that it would "damage Plaintiff's credibility" if he did not
immediately pay the amounts due under the lease agreements.
(Compl. ¶ 44.) In May 2002, Goodloe learned that the Axin
reported the past due amounts owed under the lease agreements to
two credit reporting agencies. (Compl. ¶ 45.)

To recap the allegations in the complaint, Goodloe alleges that
he received an offer to purchase the Business Executive Package
for a one-time payment of $99.99 and to lease the OEM dealership
for 24 months at $24.95 per month. The Defendants, after learning
Goodloe's income level and status as a schizophrenic, refused to
offer Goodloe these prices and instead offered to lease him the
Business Executive Package for 48 months at $99.95 per month and
to lease him the OEM dealership for 36 months at $32.95 per
month. Goodloe agreed to the amended lease terms and entered into
two leases with the Defendants. The Defendants failed to perform
as promised under the lease agreements. Specifically, the website
created for Goodloe's business contained typographical errors,
the website did not contain a separate page for the OEM
dealership, the business cards supplied by Defendants contained typographical
errors, and Goodloe received fewer business cards than he was
promised. Goodloe quickly stopped making lease payments by
closing a bank account designated for automatic payments, and
Axin reported the resulting delinquency to two credit reporting
agencies. Goodloe alleges that Defendants conspired to ruin his
business and reputation, and violated a number of federal and
state statutes in doing so.

Count I alleges that the Defendants conspired to restrain trade
(through some measure of vaguely defined market power) in
violation of § 1 of the Sherman Act, 15 U.S.C. § 1. (Compl. ¶¶
48, 49.) Specifically, Goodloe alleges that the Defendants used
their "monopoly power and/or market power and/or economic power"
to force him to purchase their services at an inflated cost and
on unfavorable terms. (Compl. ¶ 50; see also id. ¶ 48 (alleging
that Defendants forced and coerced contracts and agreements with
Plaintiff).) Count II alleges that the Defendants "combined and
agreed to monopolize the price of Plaintiffs' [sic] wholesale
products and services different from those in the public market,"
in violation of § 2 of the Sherman Act, 15 U.S.C. § 2. (Compl. ¶
54.) Both of Plaintiff's Sherman Act claims are defective.

[e]very person who shall monopolize, or attempt to
monopolize, or combine or conspire with any other
person or persons, to monopolize any part of the
trade or commerce among the several States, or with
foreign nations, shall be deemed guilty of a
felony. . . .

15 U.S.C. § 2. To show a monopoly under § 2 of the Sherman Act,
Plaintiff must show "(1) the possession of monopoly power in the
relevant market and (2) the willful acquisition or maintenance of
that power as distinguished from growth or development as a consequence of a superior product, business acumen, or historic
accident." Endsley v. City of Chicago, 230 F.3d 276, 282 (7th
Cir. 2000) (citing, inter alia, Eastman Kodak Co. v. Image
Technical Servs., 504 U.S. 451, 481 (1992)). The Supreme Court
has held that monopoly power is "the power to control prices or
exclude competition." United States v. E.I. du Pont de Nemours &
Co., 351 U.S. 377, 391 (1956). The relevant market is defined as
"the market area in which the seller operates, and to which the
purchaser can practicably turn for supplies." Tampa Elec. Co. v.
Nashville Co., 365 U.S. 321, 327 (1961). The plaintiff must
define the relevant market that the defendant is attempting to
monopolize in order to prove the elements of monopoly. See,
e.g., In re Microsoft Corp. Antitrust Litig., 333 F.3d 517, 534
(4th Cir. 2003) (citing Spectrum Sports v. McQuillan,
506 U.S. 447, 455 (1993)). Additionally, to survive a motion to dismiss, a
complaint must allege facts sufficient to create an inference
that the defendant has the market power to create a monopoly.
See Endsley, 230 F.3d at 282 (collecting cases).

Plaintiff's monopolization claim is doomed for at least two
reasons. First, Plaintiff has not, as he must, properly defined
any market that Defendants might conceivably be said to have
monopolized or conspired to monopolize. The closest Plaintiff
comes to a proposed market is "the Wholesale Market" (Compl. ¶
56) which is presumably a reference to the wholesale electronics
market, as NWC was to make available various electronics goods to
Goodloe on a wholesale basis. Putting aside the fact that
Plaintiff does not allege that he actually bought any wholesale
electronics from any Defendant in the few weeks between the time
he signed the leases and terminated his relationship with
Defendants, this market cannot suffice because most of the
Defendants do not even sell wholesale electronics of any kind.
Instead, they provide web development services, internet storefront services, and
small-time credit lines. Second, even if one were to ignore this
issue, there are no allegations in the Complaint (and none would
seem to be possibly maintained) that any of these Defendants have
market power, much less monopoly power, in any economic market.
There are serious players in the wholesale electronics market
(e.g., Sony, Sanyo, Panasonic, and many, many others) and these
Defendants (no disrespect intended) would seem to be fringe
players at best in terms of market power. There are also no
allegations  and none would seem possible  that Defendants have
monopolistic or even material market power in any other line of
business. Under such circumstances, where a plaintiff fails "to
identify any facts from which the court can `infer that
defendants had sufficient market power to have been able to
create a monopoly,'" a § 2 claim should be dismissed. Endsley,
230 F.3d at 282 (collecting Seventh Circuit precedent).

Plaintiff's vague allegation that Defendants conspired to
monopolize in violation of § 2 fares no better. To prove a
conspiracy to monopolize, Plaintiff must show: 1) the existence
of a combination or conspiracy, 2) overt acts in furtherance of
the conspiracy, 3) an effect upon a substantial amount of
interstate commerce, and 4) the existence of specific intent to
monopolize. The Great Escape, Inc. v. Union City Body Co.,
Inc., 791 F.2d 532, 541-42 (7th Cir. 1986) (footnote omitted).

Rather than alleging even minimal facts to support his vague
allegation of a § 2 conspiracy, Plaintiff has simply parroted the
language of § 2 itself in his averment that Defendants "combined
and agreed to monopolize." (Compl. ¶ 54.) Plaintiff also alleges
that Defendants "effectuated [their conspiracy] by the means and
overt acts set forth above, among others." (Id. ¶ 55.)
Plaintiff's sole factual explication of his conclusory assertion is that Defendants intended to "increase, or supersede
and/or foreclose the cost for Plaintiffs to own and operate an
ordinary priced small business"; "injure and eliminate Plaintiffs
from gainfully competing in the Wholesale Market"; and
"inordinately control the price and supply of Plaintiff's
wholesale merchandise." (Id. ¶ 56.)

Seventh Circuit precedent teaches that, in the context of a
Rule 12(b)(6) challenge to a Sherman Act claim, the court must
evaluate whether (accepting all factual allegations as true) "the
plaintiff[] has successfully pleaded a . . . conspiracy in
restraint of trade within the meaning of the Sherman Act." Car
Carriers, Inc. v. Ford Motor Co., 745 F.2d 1101, 1106 (7th Cir.
1984). Precedent further instructs, however, that the plaintiff
"may not evade these requirements by merely alleging a bare legal
conclusion; if the facts do not at least outline or adumbrate a
violation of the Sherman Act, the plaintiff[] will get nowhere
merely by dressing them up in the language of antitrust." Id.
(internal quotation marks and citation omitted).

Plaintiff's "conspiracy to monopolize" claim fails on this
basis. Plaintiff's complaint merely adopts boilerplate language
from § 2 and offers only his own legal conclusions unadorned by
pertinent factual allegations. This is not adequate to state a
claim that Defendants conspired to monopolize in violation of §
2. See Car Carriers, 745 F.2d at 1110 ("[I]nvocation of
antitrust terms of art does not confer immunity from a motion to
dismiss; to the contrary, these conclusory statements must be
accompanied by supporting factual allegations . . . [but
plaintiff] provide[s] no more than a legal conclusion."); accord
Havoco of Am., Ltd. v. Shell Oil Co., 626 F.2d 549, 558 (7th
Cir. 1980) ("We are simply unwilling to construe pleadings so
liberally as to imply a comprehensive scheme to monopolize . . . where the only mention
of such a `conspiracy' in the complaint is the naked statement
that one exists."). Moreover, as discussed above, most of
Defendants are not players in the wholesale market that appears
to be at issue here. See, e.g., Aquatherm Indus., Inc. v.
Florida Power & Light Co., 145 F.3d 1258, 1262 n. 4 (11th Cir.
1998) ("Equally fatal to [plaintiff's] conspiracy allegation is
the fact that no authority exists holding a defendant can
conspire to monopolize a market in which it does not compete.").

Turning to Plaintiff's § 1 claim, it is somewhat difficult to
discern Plaintiff's precise allegations, but it seems that he
believes the Defendants used their "monopoly power and/or market
power and/or economic power" to force and coerce Goodloe into
paying a higher price on the leases than he initially was quoted.
(Compl. ¶¶ 48, 50.) Further, after Goodloe agreed to contract for
the leases and services, Defendants did not correct typographical
and similar errors concerning Goodloe's website and business
cards. In essence, Plaintiff appears to contend that Defendants
conspired to hurt Goodloe (that is, Defendants' client) alone as
compared to Goodloe's putative competitors in the e-commerce
arena.

Section 1 of the Sherman Act proscribes "[e]very contract,
combination in the form of trust or otherwise, or conspiracy, in
restraint of trade or commerce among the several States, or with
foreign nations." 15 U.S.C. § 1. Though Plaintiff's allegations
are not clear, his claim appears to be multiply flawed. First,
there are no allegations, nor any reason to believe, that
Defendants have any market power. Even in the internet services
market (where most Defendants are involved), the barriers to
market entry are typically de minimis, such that scores of
individuals (including high school and college students who advertise all over the internet) can enter and help people
develop websites for a fee. This lack of market power bodes ill
for Plaintiff's claim as framed. See, e.g., 42nd Parallel North
v. E St. Denim Co., 286 F.3d 401, 405 (7th Cir. 2002) ("[T]his
circuit has adopted a threshold requirement . . . that the
plaintiff needs to show that the defendant has market power.");
see also The Great Escape, Inc. v. Union City Body Co., Inc.,
791 F.2d 532, 537 (7th Cir. 1986) (discussing § 1 claims in which
showing of market power is necessary element). Although there are
some § 1 violations where a showing of market power is not a
prerequisite (e.g., horizontal price fixing between actors in
the same market), Goodloe's Complaint does not appear to
implicate these sorts of per se concerns. Instead, Goodloe
alleges that Defendants harmed him by providing him alone bad
services and charging him alone more than Defendants might have
charged other unidentified putative competitors. This
counterintuitive "conspiracy" of the Defendants  to harm their
client, to the benefit of all others, including non-clients 
would not seem to implicate the antitrust laws, which, as has
been repeatedly said, exist to protect competition generally and
not single putative competitors. See, e.g., Midwest Gas Servs.,
Inc. v. Indiana Gas Co., Inc., 317 F.3d 703, 711 (7th Cir. 2003)
(collecting Supreme Court precedent); see also 42nd Parallel
North, 286 F.3d at 405 (stating that "it is the function of § 1
to compensate the unfortunate only when their demise is
accompanied by a generalized injury to the market") (internal
quotation and citation omitted); Indiana Grocery, Inc. v.
SuperValue Stores, Inc., 864 F.2d 1409, 1418-19 (7th Cir. 1989)
(courts must analyze § 1 claims to form judgment about
competitive significance of alleged restraint); Juneau Square
Corp. v. First Wisconsin Nat'l Bank of Milwaukee, 624 F.2d 798,
811 (7th Cir. 1980) (stating that "[t]he Sherman Act requires more than mere injury to a competitor. Plaintiffs must show also
that the `effect upon competition in the marketplace is
substantially adverse.'") (citation omitted).

In addition, the Seventh Circuit has stated that for a
plaintiff to state a claim under § 1, the plaintiff must show,
inter alia, an "unreasonable restraint of trade in the relevant
market[,]" MCM Partners, Inc. v. Andrews-Bartlett & Assocs.,
Inc., 161 F.3d 443, 448 (7th Cir. 1999), and Goodloe's inability
to define a relevant economic market (as opposed to him alone)
again undermines any claim. See also George Haug Co. v. Rolls
Royce Motor Cars, Inc., 148 F.3d 136, 139 (2d Cir. 1998)
(collecting precedent and stating that, in § 1 or § 2 cases, a
plaintiff must "demonstrate, as a threshold matter, that the
challenged action has an actual adverse effect on competition as
a whole in the relevant market; to prove it has been harmed as an
individual competitor will not suffice.") (internal quotation
marks and emphasis omitted).

Finally, the Court notes that Plaintiff's § 1 claim is
inadequate for the same reasons his § 2 conspiracy claim fails.
Plaintiff adorns his § 1 claim with antitrust terminology 
"contract," "combination," and "conspiracy," for example  yet
omits factual allegations that would even minimally support a § 1
claim. See, e.g., Car Carriers, 745 F.2d at 1106-07 ("When the
requisite elements are lacking, the costs of modern federal
antitrust litigation and the increasing caseload of the federal
courts counsel against sending the parties into discovery. . . .
A contrary view would be tantamount to providing antitrust
litigation with an exemption from Rule 12(b)(6)."). As discussed
later in the opinion, Goodloe's Complaint might possibly present
certain claims actionable under state law (the Court does not
undertake that evaluation today for the reasons explained later),
but the Complaint does not present any actionable Sherman Act claim. See generally Havoco, 626 F.2d at 559 (affirming
dismissal of Sherman Act claim and agreeing with district court
observation that "it is hard to ignore the suspicion that the
facts have been forced into an antitrust mold to achieve federal
jurisdiction"); see also id. (when considering motions to
dismiss, "federal courts [are not required] to put on blinders
when presented with state law causes of action which have been
contorted into antitrust language").

For all of these reasons, Goodloe's § 1 claim is dismissed.
Goodloe's complaints about the quality of his webpage, email
account, and business cards, and his belief that he should have
contracted for marginally lower lease terms than those he agreed
to, do not appear to implicate the federal antitrust laws.

B. Counts III-V, Robinson-Patman Act Claims

Goodloe asserts three claims for violations of the Clayton Act,
as amended by the Robinson-Patman Act, 15 U.S.C. § 13. First, he
claims that the Defendants violated § 2(a) of the Clayton Act, as
amended by the Robinson-Patman Act, by requiring him to pay
higher prices than other dealers  Goodloe's competitors  for
the franchises. (Compl. ¶ 59.) Second, he claims that the
Defendants violated § 2(e) by offering him less desirable terms
than offered to other dealers. (Compl. ¶ 63.) Finally, he alleges
that the Defendants violated § 2(f) by knowingly inducing him to
accept a discriminatory price for the franchises. (Compl. ¶ 66.)
None of these claims survives the motion to dismiss.

Section 2(a) prohibits sellers from discriminating, in certain
circumstances, in price between different purchasers in
interstate sales of commodities of like grade and quality.
15 U.S.C. § 13(a). Section 2(e) prohibits sellers from
discriminating, as between different purchasers in interstate sales of commodities bought
for resale, with respect to certain facilities and services.
15 U.S.C. § 13(e). Section 2(f) makes it unlawful for any person to
knowingly induce or receive a discriminatory price that is
prohibited by the Act. 15 U.S.C. § 13(f).

There are two types of price discrimination under § 2(a) of the
Act. See, e.g., Am. Academic Suppliers, Inc. v. Beckley-Cardy,
Inc., 922 F.2d 1317, 1322 (7th Cir. 1991). Section 2(a) "forbids
a seller to charge different prices to different purchasers of
the same commodity if the effect `may be substantially to lessen
competition or tend to create a monopoly in any line of commerce,
or to injure, destroy, or prevent competition' with the seller
himself," id., so-called "primary line" discrimination. The
Seventh Circuit has explained that in primary line cases, "the
gravamen is that the aggressor sold goods for too little money,
hoping to cripple or discipline rivals so that it might sell its
wares for a monopoly price later, recouping the losses and adding
a hefty profit, to the detriment of consumers." A.A. Poultry
Farms, Inc. v. Rose Acre Farms, Inc., 881 F.2d 1396, 1399 (7th
Cir. 1989). The second type of price discrimination involves
"secondary line" cases, where the plaintiff is a customer of the
defendant charging discriminating prices, not a competitor of the
defendant. Am. Academic Suppliers, 922 F.2d at 1322. A private
plaintiff in a secondary line case must show that it suffered
actual injury to its business or property as a result of the
price discrimination. George Haug Co., 148 F.3d at 141 (citing
J. Truett Payne, Co. v. Chrysler Motors Corp., 451 U.S. 557,
562 (1981)).

Goodloe's complaint alleges that his business was harmed
because the Defendants charged him higher prices and offered him
less favorable lease terms than those offered to his putative
competitors. Therefore, Goodloe's claim is properly classified as a secondary line case.*fn2 In order to plead
price discrimination under § 2(a), Plaintiff must allege "(1) at
least two sales of commodities (2) by the same seller (3) to
different purchasers (4) at different prices to persons in
competition with each other (5) that have an anti-competitive
effect." Kundrat v. Chicago Bd. Options Exch., Inc., No.
01-C-9456, 2002 WL 31017808, at *5 (N.D. Ill. Sept. 6, 2002)
(citing Windy City Circulating Co., Inc. v. Charles Levy
Circulating Co., 550 F. Supp. 960, 966 (N.D. Ill. 1982)).
Goodloe's claim must be dismissed because it alleges no facts
about who his putative competitors are or the favorable prices
and terms actually granted to his competitors. See Kundrat,
2002 WL 31017808, at *7 (dismissing a Robinson-Patman Act claim
for failing to allege a second purchaser with whom plaintiffs
were in competition). His sole allegation is that the Defendants'
price discrimination "caused and injured Plaintiff's [sic] in the
[sic] person and business, by preventing Plaintiffs from
competing with persons that grant and receive the benefit of such
discrimination, and other competitors and/or coconspirators
similarly situated. . . ." (Compl. ¶ 60.) Because Goodloe's
Robinson-Patman Act claims are no more than conclusory legal
allegations, they must be dismissed for failure to state a claim
upon which relief may be granted.

Even if defects in the Complaint can be overcome, it appears
that the claim would still be dismissed because the facts alleged
indicate that Goodloe does not have a valid claim under the Act.
The Complaint does not appear to be able to state a valid cause
of action because the licenses and services leased to Goodloe do
not constitute "commodities" under the Robinson-Patman Act. The term
commodities, as used by the Act, means "goods, wares,
merchandise, machinery, or supplies." First Comics, Inc. v.
World Color Press, Inc., 884 F.2d 1033, 1035 (7th Cir. 1989)
(internal quotation marks omitted). The scope of § 2(a) is
limited to tangible goods and does not include services or other
intangible goods. See Kundrat, 2002 WL 31017808, at *6 (citing
Baum v. Investors Diversified Servs., Inc., 409 F.2d 872, 875
(7th Cir. 1969)). Consistent with decisions of the Seventh
Circuit and other courts, web site maintenance, an electronics
retail franchise, credit card processing services, and order
processing services are not "commodities" for purposes of the
Robinson-Patman Act. See generally First Comics, 884 F.2d at
1037 (printing services provided to a comic book publisher
constitute a service rather than a commodity); Columbia Broad.
Sys., Inc. v. Amana Refrigeration, Inc., 295 F.2d 375, 378 (7th
Cir. 1961) (television broadcast time is not a commodity);
Berlyn, Inc. v. The Gazette Newspapers, Inc., 157 F. Supp.2d 609,
621 (D. Md. 2001) (newspaper advertising is not a
commodity); Kundrat, 2002 WL 3107808, *6 (stock options are not
a commodity because they are not tangible goods); LaSalle St.
Press, Inc. v. McCormick & Henderson, Inc., 293 F. Supp. 1004,
1006 (N.D. Ill. 1968) (a patent license granting the right or
privilege to use a particular method or process is not a
commodity), aff'd in part and rev'd in part on other grounds,
445 F.2d 84 (7th Cir. 1971); SCM Corp. v. Xerox Corp.,
394 F. Supp. 384, 385 (D. Conn. 1975) (discussing the "undisputed
premise that the Robinson-Patman Act does not apply to leases"
and holding that photocopier equipment lease requiring user to
pay a per copy charge was a lease of the copying process 
i.e., a service  rather than a lease of a commodity); Credit
Chequers Info. Servs., Inc. v. CBA, Inc., No. 98-CIV-3868, 1999
WL 253600, at *12 (S.D.N.Y. Apr. 29, 1999) (credit reports are services).

The relevant caselaw shows that Plaintiff does not adequately
state a Robinson-Patman claim because Plaintiff's business
dealings with Defendants involved services, not commodities. For
example, a website lease is comparable to a lease of television
broadcast time, a franchise lease is comparable to the purchase
of a patent (in that it allows the user to use an established
process), and credit card and order processing services are
comparable to per charge copying services because Goodloe was
leasing the process. Because these are services rather than
commodities, the Robinson-Patman Act is not implicated. See
First Comics, Inc., 884 F.2d at 1037 (rejecting § 2(a) claim
where "the dominant nature of the transaction was one for
services").

As for Count IV, brought under § 2(e), Plaintiff does not
allege any transaction between any of the Defendants and any
competitor of Goodloe; Plaintiff did not allege that he purchased
any goods from the Defendants for resale, as § 2(e)
requires;*fn3 and Plaintiff has not alleged that another
actual buyer received preferential treatment in terms of
facilities and services. See generally Tel-Phonic Servs., Inc.
v. TBS Int'l, Inc., 975 F.2d 1134, 1144 (5th Cir. 1992)
(dismissing § 2(e) claim where plaintiff alleged that defendant
failed to provide technical support in breach of contract, while
defendants continued to provide technical support to plaintiff's
competitors). As such, Goodloe's § 2(e) claim is multiply flawed
and therefore dismissed.

Count V is not a valid claim as against Defendants because §
2(f) does not apply to sellers. It only applies to buyers who knowingly induce or
receive prohibited prices. See Automatic Canteen Co. v. FTC,
346 U.S. 61, 62 (1952). The Supreme Court has noted that § 2(f)
is "roughly the counterpart, as to buyers, of sections of the Act
dealing with discrimination by sellers. . . ." Id., 346 U.S. at
63. Like Goodloe's other antitrust claims, Count V is dismissed.

C. Count VI, Americans with Disabilities Act Claim

Count VI of the complaint alleges that the Defendants violated
Title II of the Americans with Disabilities Act,
42 U.S.C. § 12132 et seq, with respect to Goodloe's schizophrenia. (Compl.
¶¶ 69-70.) Specifically, Goodloe bases his claim on § 12132 of
the ADA, which states:

Subject to the provisions of this subchapter, no
qualified individual with a disability shall, by
reason of such disability, be excluded from
participation in or be denied benefits of the
services, programs, or activities of a public entity,
or be subjected to discrimination by any such entity.

Title II, in turn, defines "public entity" as:

(A) any State or local government;

(B) any department, agency, special purpose district,
or other instrumentality of a State or States or
local government; and

(C) the National Railroad Passenger Corporation, and
any commuter authority (as defined in section 502(8)
of Title 45).

42 U.S.C.A. § 12131.

None of the Defendants meets the definition of public entity
under Title II of the ADA. Each Defendant is a private
corporation engaged in commercial activities. (See Compl. ¶ 6.)
Plaintiff has not alleged facts indicating that any of the
Defendants meets the definition of public entity as set forth in
Title II of the ADA. Furthermore, it does not appear that Plaintiff could assert a
claim under any of the other Titles of the ADA, as the case does
not arise out of an employment relationship, access to a public
accommodation, or use of telecommunications services as that term
is defined in the ADA. Accordingly, Count VI is dismissed.

D. Count VII, Lanham Act Claim

Goodloe fails to state a valid claim under the Lanham Act.
There are two grounds for liability under the Lanham Act: (1)
false representations concerning the origin, association or
endorsement of goods or services through the wrongful use of
another's distinctive mark, name, trade dress or other devices,
and (2) false representations in advertising concerning the
qualities of goods or services. See L.S. Heath & Son v. AT&T
Info. Sys., 9 F.3d 561, 575 (7th Cir. 1993). As Goodloe made no
allegations regarding misrepresentation of a trademark, this case
is properly classified as a claim asserting false representations
in advertising regarding the qualities of Defendants' services.
To have standing to allege a false advertising claim under the
Lanham Act, the plaintiff must assert a competitive injury 
i.e., the plaintiff must be a competitor of the defendant. See
L.S. Heath & Son, 9 F.3d at 575 (holding that a candy
manufacturer did not have standing to raise a false advertising
claim against computer company concerning computer company's
advertising).

Goodloe lacks standing because he is not a competitor of any of
the Defendants. His business, GTM-U.Pep Club, is directed to
"resale of customized computers, publications, and wholesale
merchandise." (Compl. ¶ 6.) In contrast, for example, Defendant
ECX is a developer of Internet businesses. (Id.) Defendant NWC
is a computer and electronics wholesaler that sells goods to
dealerships. (Id.) None of the markets served by the Defendants' businesses overlaps with the
markets served by Goodloe. Specifically, Goodloe is directed to
the retail market for consumer electronics through sales to
consumers (although Goodloe alleges no actual purchases of such
electronics goods from Defendants), while NWC serves the
wholesale market by selling to retailers. Because Goodloe has not
alleged any facts indicating that he is a competitor of any of
the Defendants, he lacks standing to bring a claim for false
advertising under the Lanham Act, and Count VII is dismissed for
failure to state a claim upon which relief may be granted.

Count XV alleges a violation of the Truth in Lending Act
("TILA") based on Defendants' alleged failure to sufficiently
indicate the annual percentage interest rate in the lease
agreements. (Compl. ¶ 101.) Defendants contend that there was
interest assessment, so the claim is not germane. (D.E. 14 at 10-11.)
While that may be correct  the Court need not decide  this
claim must be dismissed because the statute of limitations has
tolled. TILA requires all actions to be brought within one year
from the date of the occurrence of a violation. 15 U.S.C § 1640.
The statute of limitations begins to run when the borrower
accepts the creditor's extension of credit. See Nash v. First
Fin. Sav. & Loan Assoc., 703 F.2d 233, 238 (7th Cir. 1983)
(collecting cases); accord, e.g., Salois v. Dime Sav. Bank of
New York, FSB, 128 F.3d 20, 24 & n. 3 (1st Cir. 1997). In the
present case, the leases were executed on November 12, 2001 and
November 14, 2001. (Compl. ¶¶ 18-19.) This action was filed on
October 10, 2003. (D.E. 1). Thus, Goodloe's TILA claim is barred
by the applicable statute of limitations.

The term "debt collector" means any person who uses
any instrumentality of interstate commerce or the
mails in any business the principal purpose of which
is the collection of debts, or who regularly
collects or attempts to collect, directly or
indirectly, debts owed or due or asserted to be owed
or due another.

Id. (emphases added). Goodloe has not alleged, nor does the
record suggest, that the principal purpose of any of the
Defendants' businesses is the collection of debts or that they
regularly collect the debts owed to another. Instead, the
allegations appear to indicate clearly that the Defendants'
businesses are principally directed to other pursuits. Because Goodloe fails to assert any facts indicating that
Defendants are "debt collectors" within the meaning of the FDCPA,
the claim must be dismissed. See Arnold v. Truemper,
833 F. Supp. 678, 686 (N.D. Ill. 1993) (dismissing claim brought under
FDCPA because plaintiff failed to allege facts placing the
defendants within the scope of definitions of the FDCPA).

Second, Goodloe fails to allege that the Defendants' purported
threats were made to collect a "debt" within the meaning of the
FDCPA. "Debt" is defined by § 1692(a) of the FDCPA as:

any obligation or alleged obligation or alleged
obligation of a consumer to pay money arising out of
a transaction in which the money, property,
insurance, or services which are the subject of the
transaction are primarily for personal, family, or
household purposes, whether or not such obligation
has been reduced to judgment.

Id. (emphasis added). The debt arose from Goodloe's lease of a
consumer electronics and computer franchise and the related
processing services. The Defendants argue that this claim should
be dismissed because the debt did not arise out of personal,
family or household purposes under the definition of the FDCPA.
(Def. Motion ¶ 23(a).) This Court agrees with the Defendants,
because, again, Goodloe has failed to allege facts indicating
that the debt is subject to the FDCPA and those facts he does
allege make clear that the debt related to a business
arrangement. See Arnold, 833 F. Supp. at 686. Accordingly,
Count XVI is dismissed.

H. Count XVII, RICO Claim

Count XVII alleges that Defendants violated the RICO statute by
devising a plan to receive "unlawful" income and "viciously
threaten[ing] collection of an unlawful debt." (Compl. ¶ 109.)
Plaintiff refers to the alleged pattern in vague and conclusory terms; there are no allegations of specific racketeering
activities in his Complaint, nor does the Complaint identify
proposed violations of law that can ground the allegation of a
RICO predicate. In reviewing Goodloe's complaint, it should be
noted that Fed.R.Civ.P. 9(b)  requiring that "in all
averments of fraud or mistake, the circumstances constituting the
fraud or mistake shall be stated with particularity"  applies to
RICO claims. Lachmund v. ADM Investor Servs., Inc.,
191 F.3d 777, 782 (7th Cir. 1999). In order to survive dismissal on a
Rule 12(b)(6) motion, the complaint must state the "who, what, when,
and where of the alleged fraud." Id.

While Goodloe does not declare which section of the RICO
statute is applicable, § 1962(c) maps most closely to the
complaint. Section 1962(c) states:

It shall be unlawful for any person employed by or
associated with any enterprise engaged in, or the
activities of which affect, interstate or foreign
commerce, to conduct or participate, directly or
indirectly, in the conduct of such enterprise's
affairs through a pattern of racketeering activity or
collection of unlawful debt.

18 U.S.C. § 1962(c). A plaintiff alleging a violation of §
1962(c) must show "(1) conduct (2) of an enterprise (3) through a
pattern (4) of racketeering activity." Vicom, Inc. v. Harbridge
Merch. Servs., Inc., 20 F.3d 771, 778 (7th Cir. 1994). A pattern
of racketeering consists of at least two predicate acts of
racketeering committed within a ten-year period.
18 U.S.C. § 1961(5). Goodloe has failed to allege any predicate acts of
racketeering, let alone meet the heightened pleading standard for
RICO plaintiffs. This is inadequate. See, e.g., Lachmund, 191
F.3d at 784. Because the complaint does not allege any of the
elements discussed in Vicom with the requisite level of
specificity, Count XVII is dismissed for failure to state a claim
upon which relief can be granted.

Although this claim is dismissed for lack of specificity, it
appears unlikely that Goodloe could properly plead a RICO claim given the facts
disclosed in the record. The facts set forth in the record do not
provide evidence that the Defendants are engaged in a criminal
enterprise. In Pizzo v. Bekin Van Lines Co., 258 F.3d 629, 632
(7th Cir. 1999), the Seventh Circuit noted that two complaints by
dissatisfied customers of a furniture store did not add up to a
pattern. It went on to add that:

A criminal enterprise, as distinct from a normal
enterprise that gets in trouble with the law from
time to time, is an enterprise that habitually
resorts to illegal methods of doing business. It is
an enterprise whose disposition, whose bent, is
criminal  as shown by its illegal acts' composing a
pattern from which such a disposition can be
inferred, in much the same way that an individual's
generous disposition is inferred from a pattern of
generous acts, acts frequent enough and similar
enough to enable such an inference.

Id. at 633 (emphasis in original).

Goodloe has failed to allege any facts indicating that the
Defendants are engaged in maintaining an enterprise that
habitually resorts to illegal methods of doing business. At best,
Goodloe's complaint alleges that Defendants engaged in improper
activities towards him. Absent a showing that this is the
Defendants' normal mode of doing business, this does not appear
to be evidence of a criminal enterprise within the meaning of the
Seventh Circuit's teaching in Pizzo. Accordingly, Plaintiff's
RICO claim is dismissed.

III. State Law Claims

Goodloe also alleges a number of state law claims. Some appear
clearly to be frivolous, others might conceivably survive a
motion to dismiss, although that is by no means certain. The
question, however, is whether this Court is the appropriate
tribunal to make that determination or whether the claims more
appropriately should be evaluated by the state courts of Illinois.

The Seventh Circuit has taught that "the well-established law
of this circuit that the usual practice is to dismiss without
prejudice state supplemental claims whenever all federal claims
have been dismissed prior to trial." Groce v. Eli Lilly & Co.,
193 F.3d 496, 501 (7th Cir. 1999). Given the interest of the
State of Illinois in interpreting the law relating to Plaintiff's
claims, including in particular Illinois consumer protection
statutes, this Court would certainly be inclined to follow the
"usual practice" outlined by the Seventh Circuit and dismiss
Goodloe's state law claims without prejudice so that he could
pursue them, if he so chose, in state court.

A complicating factor exists, however, because Goodloe also
alleges that there is jurisdiction over his state law theories by
virtue of diversity of the parties. (Compl. ¶ 5.) The exercise of
subject matter jurisdiction is mandatory, not discretionary. See
Adkins v. Illinois Cent. R.R. Co., 326 F.3d 828, 850-51 (7th
Cir. 2003). As a result, the Court must determine whether it has
subject matter jurisdiction pursuant to 28 U.S.C. § 1332.

Goodleo's Complaint alleges complete diversity between the
parties. It also alleges that Goodloe suffered at least $13
million in damages (and perhaps millions of dollars more in
damages).

While these damages allegations are in excess of the
amount-in-controversy threshold of $75,000, the problem is that
the damages allegations appear to have no grounding in fact or
law. Goodloe appears to have only paid, at most, several hundred
dollars to Defendants under the leases in question; the total
amount of the leases (including the unpaid amounts for which
Goodloe is at least theoretically liable) is some six thousand
dollars. A court "is not free to accept unquestioningly . . . a
complaint's assertion of the amount in controversy simply on the
basis of [a] plaintiff's self-selected ad damnum." ABC Int'l
Traders, Inc. v. Beverly Bank-Matteson, 688 F. Supp. 404, 407
(N.D. Ill. 1988) (citing Ross v. Inter-Ocean Ins. Co.,
693 F.2d 659, 660 (7th Cir. 1982)). Where it is obvious that even if a
plaintiff can establish liability he cannot obtain a judgment for
more than $75,000, exclusive of interest and costs, then
diversity jurisdiction does not obtain. See Ross, 693 F.2d at
663 (holding that removal was inappropriate when it was obvious
to the defendant that the plaintiff could not recover an amount
in excess of the amount in controversy requirement), overruled
on other grounds by Gardynski-Leschuck v. Ford Motor Co.,
142 F.3d 955 (7th Cir. 1998); see also ABC Int'l Traders,
688 F. Supp. at 407 (holding Ross requires a "`reasonable
possibility'" that the plaintiff can recover more than the amount
in controversy requirement) (quoting Ross, 693 F.2d at 663).
Granting jurisdiction whenever the complaint asks for more than
$75,000 would "invite collusive invocations of federal
jurisdiction," Ross, 693 F.2d at 661, which is not allowed.
Id. Further, under Bell v. Hood, 327 U.S. 678, 682-83 (1946),
a court must not consider a claim for jurisdiction purposes when
the claim "clearly appears to be immaterial and made solely for
the purpose of obtaining jurisdiction or where such a claim is
wholly insubstantial and frivolous."

It is hard to see how Goodloe has any colorable claim to
damages in excess of $75,000. As stated, at most he has paid
several hundred dollars under the leases. The figure actually may
be no more than $132. The lease commitments involved in the case
involve some $6,000. To be sure, Plaintiff asks for at least ten
million dollars in punitive damages, but, as the Seventh Circuit
has instructed, Illinois courts "take a rather dim view" of punitive damages within Illinois law. AMPAT/Midwest,
Inc. v. Illinois Tool Works, 896 F.2d 1035, 1043 (7th Cir.
1990). Moreover, Illinois courts insist that plaintiffs seeking
punitive damages establish "not only simple fraud but gross
fraud, breach of trust, or other extraordinary or exceptional
circumstances clearly showing malice or willfulness." Europlast
Ltd. v. Oak Switch Sys, Inc., 10 F.3d 1266, 1276 (7th Cir. 1993)
(citations omitted). In this regard, deceit alone cannot support
an award of punitive damages. Europlast Ltd., 10 F.3d at 1276.
While Goodloe alleges that the Defendants engaged in intentional
unlawful conduct towards him, intentional conduct alone is
insufficient to support punitive damages under Illinois law. See
Anthony v. Sec. Pacific Fin. Servs., Inc., 75 F.3d 311, 316 (7th
Cir. 1996) (citing, inter alia, Loitz v. Remington Arms,
563 N.E.2d 397, 402 (Ill. 1990) (punitive "damages can be awarded
only for . . . conduct involving some element of outrage similar
to that usually found in crime.")). Moreover, the Supreme Court
has held that "few awards exceeding a single-digit ratio between
punitive and compensatory damages, to a significant degree, will
satisfy due process." State Farm Mut. Auto Ins. v. Campbell,
538 U.S. 408, 425 (2003); accord, e.g., Smith v. Am. Gen. Life &
Accident Ins. Co., 337 F.3d 888, 894 (7th Cir. 2003) (stating
that State Farm reinforces the view that courts must take a
realistic look at the size of punitive damages demanded in
jurisdictional context); Anthony, 75 F.3d at 315 (teaching that
"when a claim for punitive damages" would make up "the bulk of
the amount in controversy . . . we should scrutinize that claim
closely"). Smith further teaches that "[w]hen a federal court
is convinced to a legal certainty that punitive damages that form
a necessary component of the amount-in-controversy requirement
cannot be obtained, the court must dismiss the case for want of
jurisdiction." Smith, 337 F.3d 894.

The parties are respectfully directed to submit briefs, of no
more than ten pages in length, addressing the issue of whether
this Court should dismiss the state law claims without prejudice
 because the case cannot possibly involve (and never has
possibly involved) more than $75,000 in terms of the amount in
controversy  so that Plaintiff can pursue such claims, if he
chooses, in state court. The parties are invited to brief any
issue they believe are relevant to the assessment of whether or
not jurisdiction is proper.

IV. Conclusion

For the foregoing reasons, the Court dismisses all of the
federal claims (Counts I-VIII and XV-XVII). The parties are
requested to file briefs concerning the propriety of this Court's
continuing jurisdiction, as discussed above, within 21 days of
the date of this Order. Furthermore, should Plaintiff choose, he
is free to file an amended complaint reasserting any federal
claims. Such an amended complaint also should be filed within 21
days of this Order.

So ordered.

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